Rising
by Arashi Uzumaki-Namikaze
Summary: Lily is an amnesiac, now twenty. She woke up in a hospital at the age of roughly sixteen. Her boring life isn't quite so boring when she dreams of Gallifrey, and of time as a Time Lady she never was, but these aren't memories, right? And then, a mysterious man drops into her workday, blows up her job, and offers her the chance to find out who she really is...Doctor/OC.


**A/N: Welcome to Rising, the first part in my epic Phoenix Cycle, which goes through every single episode of every season-plus some-of, at the very least, the first eight seasons of New Doctor Who. I hope you enjoy it!**

 **Summary (long): Lily is an amnesiac. She woke up in a hospital at the age of roughly sixteen (guessed at by a doctor), and since then has been helped along by a few mysterious benefactors. She knows certain things, about the universe and about herself, and still has a good deal of general knowledge, but no memories or physical records.**

 **She's been having some weird dreams since she woke up, and she doesn't understand where she came from. But she knows there was more to her life before this, which is living in London on the Powell Estate, working in a shop and barely making enough to eat.**

 **And then, four and a half years after she showed up, a strange man bursts in on her boring workday…and blows up her job, before asking her to travel the stars with him.**

 **AU, Doctor/OFC, Ninth Doctor/Lily, All Doctors/Lily eventually.**

 **Disclaimer: Hi all! I own NOTHING but Lily-and Lily is weird.**

 **Pairing: Doctor/OC, but it begins a bit differently than I think you'll expect. I hope you like my OC-this idea hit me this weekend, sort of, since I have had Lily around for a long time and have been developing her intermittently through the past few years. I developed the concept she's based on while I was in high school, and she's evolved quite a bit since then.**

 **Note: Lily is 20 by the time the Doctor Who series starts. She's been here for about four and a half years, and her birthday is July Fifteenth.**

 **I'm SURE this chapter and the next few will be messed with/edited again, but right now, I really, really need to quit messing with it. So, i've stopped; here it is.**

 **Arkytior and Lily have a connection. Not sure what that is yet...or AM I? VEG.**

 **Also, second note: if you'd like to avoid spoilers for The Day of the Doctor, then skip past the 'Dream Sequence' parts-you can do this by using the 'find function' (ctrl-f on a Windows, cmd-f on a Mac) to find 'Dream Sequence End' and keep reading from there. There's not a lot spoiled and it won't affect the storyline until much, much later.**

 **D-O-C-T-O-R-W-H-O**

 ** _-Dream Sequence Begins-_**

"Of course," she heard him mutter, staring at his hands, which had started to catch fire. "Wearing a bit thin, are we?" he raised his head, giving her a weary smile "I suppose I should have expected this."

She nodded, smiling even if her heart wasn't in it. She knew what was coming. They both did. And even if it was necessary, it still hurt to watch him do this.

The Doctor chuckled "I suppose it always had to end this way…still, I wish I had really met you, my dear. Met you properly." He didn't move to step towards her, but his eyes were soft "You really are quite extraordinary."

Her cheeks caught fire in an instant, her heart pounding faster as she ducked her head for a second to hide it. A long curtain of dark red hair fell in front of her face, hiding most of her expression from sight. Even after… _everything_ , he still thought of her as extraordinary, even after she'd told him why she left him and why she kept coming back. She was only here to keep him safe, to ensure he survived, because the universe needed the Doctor, and so did she. But she was no angel, no extraordinary human, just someone with the power to do _something_ and choosing to use it. By most standards, she was a monster. A monster of her own making, on his behalf.

And now he was dying again; his bodies never lasted, but this…she had just gained his trust fully, and he was going to leave her.

"I don't know how you can say that," she didn't quite know what she was, but she knew she would, someday. "I'm not-I might be powerful, but I'm not extraordinary. I'm no Doctor."

The Doctor chuckled "And yet it was _you_ that reminded me what it meant to be a doctor," he said, and she swallowed, trying to smile at him. He was dying, and she could feel that this version of her wouldn't last long, either. "You reminded me of my promise, and you saved our home."

Our home. She liked the sound of that, especially since she was still one of them, after all this time, even if she hadn't graduated officially. And she hadn't been the _only_ one saving their home-the Doctor had worked with her to do it.

"It wasn't just me," she replied, smiling more sadly now, feeling her power beginning to drain away again. She was going to wake, and this time, she wouldn't be able to come back; she could feel it. "You had a big hand in this, you know. My Doctor," she stepped forward, heedless of the regeneration energy coming off of his hands and face.

Both of them knew it couldn't hurt her, so even though he took a reflexive step back, she kept walking forward. She struggled to stay here, to _stay_ at the very least until he'd regenerated, but she didn't know if she could.

Switching to the language (of a sort) she shared with the TARDIS, the redhead tried to impress on her mother that she needed to stay, at least until the Doctor regenerated. It was communication entirely in images and feelings, but she had long-since mastered communicating with TARDISes, and they adored her. So she opened herself to the ship and her mother's Heart.

The TARDIS hummed sadly, impressing an image of the swirling Vortex and an odd, shifting-changing feeling she'd come to interpret as the TARDIS's interpretation of fickle. The feeling of heat surrounded her briefly, and then vanished, along with an image of time slowing around them.

She had what time she could, then, before this body faded, like all the others. Hopefully it would be enough.

The Doctor tried to stop her "You shouldn't. We don't know when it will start to hurt."

"You don't," she corrected, reaching up to touch his flaming-hot cheek through the energy, which spread around her arm and hand with a pleasant, soft warmth. "I do. You won't hurt me, Doctor. Not like this."

The Doctor staggered, gasping "Won't be long now," he said, wincing as his hands started to turn to fire "You should-stand back…" he coughed "I hope the ears are less conspicuous this time."

Bowing her head slightly, she smiled, knowing that wasn't the case, and took a step back from the Doctor, never taking her eyes off him. He managed a yell as the energy enveloped him, throwing back his chest as his body caught fire beneath his clothes, a blast of energy washing through and around her, deflected quite easily by the energy she possessed. Light caught his face, pulling and tearing and _changing_ until an entirely new, taller man stood before her.

Standing was a bit of an overstatement. He was leaning against the console and breathing hard, gasping, as the last true memory of his regeneration began to fade, leaving behind the gaping psychic wound of the loss of Gallifrey. He tried to get up, gasping, broadcasting _agony_ in all directions and Tio almost fell to her knees, biting her tongue to keep from crying out in pain as she reached for him, trying to link him to her before he destroyed himself.

She managed to catch his hand, staggering forward through the pain, and knelt by his side, where he had slid down the console, head bowed. Forcing her muscles to move, forcing this-form to _move_ despite the power fading from it, she reached her fingers up to his psi points, and lifted his hand, so he could touch hers.

She had to reestablish the broken connection. It was the only anchor he would have now and he _needed_ this.

"D-Don't…Tio…" he started, guilt nearly choking him, and then she pressed his fingers into her psi points.

Almost immediately, the shrieking pain enveloped her.

 _His/her last act in that life, as a warrior, was to destroy the home she/he loved. The people she/he disliked, but she/he never hated them. They just disappointed him/her. Gallifrey was her_ _home_ _. Even if she/he spent her whole existence traveling, she'd always thought she/he would have a home to return to someday, at the end of his/her travels. Silver skies, red grass, and beautiful golden lakes…and all the_ _children_ _. She'd/he'd killed the_ _children_ _…Stars, what had she/he_ _done_ _? She/he had no one but him/herself to blame. She/he had destroyed them_ _all_ _. His/her children and grandchildren had died because of_ _him/her_ _, begging for_ _him/her_ _to_ _save them_ _. There was_ _no one_ _here but him/her, and it was_ _all his/her fault_ _._

Tio gasped, struggling with his emotions as the storm of his mind threatened to overwhelm her barriers, and ripped away at her core. Her eyes began to glow as she stared down into the Doctor's, forcing her way past the absolute _grief_ howling in the winds of the storm around her, trying not to cry out herself and feeling her eyes starting to overflow with tears.

They had just lost the only real home they would ever know. Gallifrey was gone. The Doctor had…he had _destroyed_ their home, in a last, desperate gambit to rid the universe of the Daleks.

Something about that tugged at her mind, but she was too lost, too close to choking on her own grief, to explore that pull right now.

Tio managed to force her way right through his barriers and into the center of the storm, trying to contain the shrieking at the center. The place was burning, the whole storm that represented his mind turning inward, trying to destroy itself, trying to-find something, _anything_ that reassured him his people were still out there. And again, and again, he would find nothing but a void.

She caught one of the 'feelers' in his mind, tendrils reaching out for something or someone familiar, and she _held on_ , letting him pull her in, but never letting him further in than the borders of his shattered mind would allow. Fighting to focus through the pain, the absolute _anguish_ of Gallifrey's destruction, she managed to reach out for him, groping for something, for any piece of the Doctor left in there, and she found something. He cried out, trying to flinch and pull away from her, the cries of pain and grief and _guilt_ echoing through the storm, but he didn't let go.

He needed her too much for that.

He held on. Slowly, in the physical realm, she bent their foreheads together, closing her eyes and feeling tears welling up in her eyes at the loss of such a beautiful place. It was…there was no way to compare it to anything she'd ever felt before.

There was no one out there, and no one could help him or her again, not like this. Tio only had a little while, and she knew it, before she was forced to leave, but she would not leave him completely alone.

She didn't know how long it took for him to open his eyes, but the tears hadn't stopped when he did. Silver tear tracks were still visible on his face, the few markings he'd been taught to hide since he was a boy of ten open for the world to see. His stormy gray eyes were clouded, and old; when he found her still there, there was a brief, very brief flash of hope in those eyes, and then it was gone.

"I know," she whispered hoarsely, "I wish…" she continued in Gallifreyan _"I want to stay. I wish I could."_

 _"I know,"_ he choked out, reaching up with his other hand to stroke her face, _"I…I can feel you being pulled away. The-the link…"_

Tio shushed him _"I will always be there, Doctor. Always. You will meet my real self, soon,"_ he frowned at her, opening his mouth to protest, and she shook her head slightly, never moving more than a centimeter from him. _"I mean the woman you will meet. I won't leave you again, not as her. She is…the source, where I originate from."_

The Doctor swallowed audibly _"But I want_ _this_ _you, the one that remembers me,"_ he pleaded with her.

Tio wished she could stay, she really did; _"I know, and I wish I_ _could_ _remember you, but my new body is human, Doctor. Human plus. I will…"_ she knew she would, and managed to swallow _"I will remember, but…I will not be the woman you see right now. You see Tio. But I am not just Arkytior, not just the Phoenix. She_ _is_ _me, Doctor. It's like regeneration, so please…treat it that way, for me."_

The Doctor huffed, wiping at his eyes with his free hand _"I know,"_ he whispered brokenly "I know. I just wish…" _that you could come to me as the real you._

"I do, too," Tio said quietly, resting her forehead back against his. _"I will see you again. You will find me, in this life. I promise. But you have to_ _live_ _for me, Doctor. Please, Theta…find me."_ She begged, feeling herself really starting to fade, _"Please."_

 _"I will,"_ he promised, and as she felt her body beginning to dissipate, she leant down, acting on her impulses for the first time in her life, pressing her lips against his in a chaste kiss.

It was farewell, but not forever. At first, he was frozen, shocked, and then, just as she faded into light energy, she felt him starting to kiss her back. She vanished into particles of light, drifting into darkness the moment Tio's present body vanished, leaving her Doctor slumped against the console in a TARDIS that was undergoing some forced redecorating.

D-O-C-T-O-R-W-H-O

 ** _-Dream Sequence End-_**

Lily awoke with a gasp, shooting into a sitting position as her heart pounded in her ears. Her lungs were burning and she was barely able to breathe, as she fought her instincts, trying not to feel torn to pieces by the absolute sense of _loss_ in her mind.

She could still feel it, feel the press of his lips against hers even as she faded away from him. Panting, she pushed her hair out of her face, feeling her whole body shaking from some kind of physical exhaustion, like she'd just run a marathon. She pulled her knees up to her chest and planted her head between them, trying to keep the world from spinning around her like it threatened to right now and dump her on the floor.

The aching wound in her heart would never leave. She was as culpable as he was, if it was true, if she had truly destroyed their home… And that meant she wasn't human.

What _was_ that? Seriously, _what the bloody hell_ was _that_?

She'd been having these weird dreams every night, _every single night_ and all of them were different. Each of them was of…of _her_ , but not of her.

Over the last year, they'd involved time in a war zone. In a bloody _war zone_. She'd never been to war, but she could still feel the guns in her hand, see herself rewiring the Dalek ships to use for the Time Lords-still feel the press of the Doctor's hand against her shoulder as children _screamed_ …

Lily fought, and fought, but she couldn't stop the tears from falling anyway. She wasn't even sure what she was seeing was real, and it _still_ hurt, like she'd lost everything. It felt like she was lost, the last of her kind…like she was just-gone. Right before she faded away, she could feel the Doctor's lips against hers, the only feeling she had that meant she wasn't alone.

She wasn't completely alone, but it sure as hell felt like it. Some days, ever since this dream had begun… _it felt empty_ , in comparison to the warmth that had been there before. Which meant…which meant she had been grieving for them for longer than that.

The first touch of his hand on her shoulder to the last, fleeting kiss they'd shared were burnt into her mind like a warm flash of fire, just like she knew the name of the _things_ they'd had to destroy.

The Doctor. The man of many faces, with many names and many lives. The man who was known and feared and so very loved throughout the universe. The Lonely God.

The man she loved.

How did she know that? Why did she know that? Why did she love someone she had never even met? But she remembered meeting him; she'd remembered meeting him ever since she first woke up, at around sixteen-or so Jackie and Jack said. It was like she had been living, while she was asleep; dream-living, maybe? She didn't know, and talking to Jack had really been the only way she could keep _going_ , even if she didn't dare share everything with him.

She couldn't. Jack wasn't the Doctor.

He was her best friend, her oldest friend in the universe. She knew that his favorite color was burnt orange, the color of Gallifrey's sunset, that he was an alien from the planet Gallifrey, and that she…she wasn't really human, she was just-pretending, somehow.

Dealing with all this just…it just…

Lily struggled to put the images out of her mind, struggled to forget the emptiness, as she reached for her diary, pulling it from beneath her pillow. It was the same diary she'd used for the first three hundred or so years of her first life-and what did that even mean, her _first life_? How could she have had multiple lives, if she wasn't a Time Lady? And she knew she wasn't; she wasn't really anything.

At least not as far as this universe knew. She knew she'd forgotten most of the dream, but that much, she _did_ know.

She wasn't human, not in her dreams, but now she was, right? What did that make her? A human couldn't handle Arkytior's memories, but she _could_. So she couldn't be human, not really…or could she?

How come Arkytior wasn't always there, though? Why was she dreaming from the Doctor's perspective instead on some nights?

Lily turned to a new page in the diary, hands trembling as she sought the pen she kept in her bedside table's drawer just for moments like this. She wrote everything down, or tried to, writing as much as she remembered and then more. This dream, like the others, took up several pages, and that was just to summarize it.

Stars, what _was_ this?

By the time she'd finished writing it all down, she felt a little calmer, a little less…well, _shattered_ , even if she didn't remember all of it. At least she lived on her own, now, so she didn't bother anyone with this. It had been harder to hide her dreams of him when she'd lived with Rose and Jackie, but she had enough money to get her own place and she needed it, every so often. It helped her to clear her mind.

She turned to the back of the last page of the entry, and wrote down three questions, all of them to do with the dream. All of them questions for Jack, and, if he showed, the Doctor.

 _Why could I see the Moment, and nobody else could but my version of the Doctor? I know she didn't appear to anyone else, and why did she look like me?_

 _When will I meet him?_

 _Will he recognize me, since I'm not Arkytior, even if we look alike?_

Lily capped the pen, blowing on the ink lightly to make sure it was dry before closing the diary. It was fat and thick, just like her old diary had been, and it had a cover patterned like the TARDIS, except in purple instead of the TARDIS's normal blue. It was also labeled in the front as _Third Dream Diary_. She had had two others, both of them patterned like the TARDIS but in different colors. The first had been sky blue, and the second was black. And each book was around 600 pages long.

These diaries were filled with these _weird_ memories that had come to her in dreams. Sometimes they stretched over centuries, with one week's worth of dreams in that first week taking over half of her first book to write, while some were only moments. The book had even come with some of the entries already filled-in, given to her by whoever her mysterious benefactor was.

She didn't really think she had the right to these. Tio wasn't her.

But that was _still_ her name; she'd been Arkytior, she knew it, and she knew there was much, much more in these adventures than she'd ever thought. For as many as she remembered, there were three times as many memories of the same kind missing.

She felt them missing just as much as she felt the keen, hole-like _emptiness_ of the loss of Gallifrey.

As it was, she was only remembering bits and pieces of Arkytior's adventures and life before Tio's death. She knew that was because she was only human, and even if her mind had been empty before her first dream (at least, of conscious memory), her mind still couldn't process that much information all at once. Or could it?

How had she become Arkytior in the first place? Or had she been Arkytior this whole time, and changing to Lily was the transition that removed her memories?

She hadn't used the Chameleon Arch on herself to change from Tio to Lily; she knew that much was true, because Arkytior had lived a full life, but she hadn't died or regenerated either. At the end she had just…faded away, like she had in Lily's dream. She had to have done something else, something she _still_ didn't have the answers for right now.

Lily glanced at the clock on her bedside table. It read _6:45am_ in big, blinking red numbers, which meant she had a little time before she had to get ready for work. As much as she wanted to go over everything again, if she wasted her morning trying to figure out who Arkytior was, and why Lily and Arkytior were somehow the same person, she'd be here all day.

She'd learned that the hard way. She _could_ call that weird number, and leave a voice message, but that was…she had to stand on her own here at some point, and calling him would just make her feel obligated. IJH was really _nice_ , and very, _very_ helpful, but he had to retcon everyone around him every time she called, even if he'd told her, time and time again to _call him_ every time she needed help.

She wasn't really sure what it meant that he was keeping an eye on her, while CJH couldn't in person, but Lily kept her promises to them both.

They watched over her like brothers. Overprotective, big brothers, at that, which is why she didn't go crying to them every time she needed something. They couldn't always help her, and she could tell it pained them not to be _able_ to, so instead of reminding them every time, she left messages when she needed something.

It was like there were no more tears for her left to shed this time, so she decided calling IJH was better than calling CJH.

She looked down at the diary again, thinking of the new Doctor. His current incarnation was handsome, but a bit rugged, with short-shorn dark hair and big ears, and he looked like he was in his late thirties in human years. Or maybe his early forties. She snickered, remembering what he'd wished aloud and how it definitely hadn't come true. He was also tall, a bit taller than Arkytior, who'd been fairly tall (so definitely taller than her) and this time his accent was Northern.

It made him seem like something of a tough guy, but at heart he was still a softie. He _was_ her Doctor, after all, just with a different expression of his personality, just like all regenerations showed.

He was harder this time around, but he was still that same silly man who was stolen away by his TARDIS all those years ago.

Smiling a little, she bookmarked the page she'd last written on, and bound her diary shut, locking it with the key she kept around her neck. It wasn't much protection, but it would dissuade most people from trying to break her diary open to read the entries. Carefully, Lily slid it into her pillowcase beneath the pillow, and then got up, making her bed quickly and heading for the bathroom. She'd call after she finished her breakfast.

She shut the door behind her and started stripping, turning on the water to warm it.

As she turned to put her pajamas on the counter, she caught sight of a tattoo-like marking, but more like a word in Old High Gallifreyan on her shoulder, made of several interlocking concentric circles. Behind them was a stormy blue smoke, within which she could see several lines, crisscrossing like lightning bolts. It was small, but bright silver, and when she looked at it more closely, she realized what it was; it was a Mark.

A Mark. Lily felt her knees go weak, remembering what that was. What that meant, back on Gallifrey.

It was the beginning of a Tie. As the very beginning step to the ancient rites of courtship before marriage had been instituted, a Mark symbolized the consent of both individuals and the anchoring of their minds, which linked them together in an intimate way that was rare even on Gallifrey. To choose to Tie yourself to someone was an indication of complete trust.

A Tie was unbreakable when it was cemented with a marriage.

Ties were extremely rare on Gallifrey, because of the immense trust they required and the way they bound the two Gallifreyans involved together, in mind, body, heart, and soul. Ties had become rarer and rarer to see between Gallifreyans as manipulation and knowledge began to equal power in Gallifreyan society, and love matches were set aside in favor of so-called 'good' matches.

Politics and incompatibility were the real reason, though.

That had definitely not been there when she went to sleep, and as she looked at the circles, she realized what the Mark said. If she chose to show it off, then every alien race that caught sight of it would see that she was claimed. It was accompanied with a very unsubtle psychic message that broadcasted her marital status as engaged, to anyone with any form of telepathic or psychic talent.

And it was his True Name. The Doctor's Name was written across her skin almost like a brand, showing that she had promised herself to him.

But had she? She…she could remember holding onto him, pulling him inside her mind, promising to remain by his side no matter what…

Oh, Gallifrey and Stars. She'd been the one to initiate it, but he'd _accepted_ it, and in doing so, he'd Tied them together with the initial bond, the bond between minds. Did he even know what she'd done? Focusing on the Tie was…was easier, if she remembered how much was _gone_ …but…

Had he even been aware of the Tie starting when they were both grieving the way they had been? He might not have realized it. Or, he might have forgotten their meeting, which meant he didn't know it was there.

Lily swallowed hard. That was tantamount to rape in Gallifreyan culture, even if both of them had been willing at the time. Arguably, both had been grieving, but…if she had…

When he found her, they were going to have a _hell_ of a lot to talk about, Lily decided, the moment Time told her it was time to speak with him.

Lily got into the shower, mechanically washing her hair and shaving like she usually did as her mind whirled back to the Doctor. He'd been _dying_ when she'd done that and she had been desperate, breaking from the strain of losing Gallifrey _and_ him in one fell swoop. She'd been desperate, hopeful, and in love, and she'd done whatever she had to just to keep him by her side.

But he had reciprocated the fact that _he couldn't lose her_. They-they-Lily almost broke down crying again, even if the shock wasn't enough to kill; it had been, but she'd been Arkytior then, and she'd held on.

However long it had been, however long he had been out there in the universe, he would need her, and he was looking for her. He'd promised he would come for her, and she had to believe in that promise, even if he didn't honor it. She had to, because she had nothing else left from him to hold onto. She had to remember that, had to remember that and nothing else when she woke up screaming from the Time War again tonight, like she did every night but tonight.

He was the only thing she had left of their home. Him and their TARDIS were the last pieces of Gallifrey left. Well, and her.

But she couldn't get the Mark out of her head, or the feeling of his lips against hers to go away. When she got out of the shower, she combed her wavy crimson hair as quickly as she could, drying it vigorously with a towel, and paused at the sight of the woman in the mirror.

She had been much more focused on the Mark earlier, but now when she saw them she gasped, staring into the mirror.

Her eyes were normally a deep shade of hazel-brown, with a few different threads of alternating silver weaving through the brown, barely visible to the naked eye. They shifted back and forth as her emotions shifted, but never became anything more than very slightly more hazel than before.

But now, they were a brilliant, metallic golden color, with silver threads speckled through them, and there was no hazel visible whatsoever. She knew those eyes, had been seeing them in the mirror since she was a little girl and yet she didn't know those eyes. They weren't her eyes.

 _Those were Arkytior's eyes._

She washed her face, hoping the color would fade before she went to work or that she could work up a perception filter for them. If it didn't, she would have a really, _really_ hard time explaining these to her coworkers. She was weird enough already to the rest of them, what with her intelligence and lack of memories, which had been made public by Diana not long after she'd started working for Henrik's.

She dressed quickly, grabbing a pair of dark pants that were easy to run in and a button-down long-sleeved blue shirt to hide the Mark on her shoulder, and a pair of blue converse shoes to finish the look. Fixing her thick crimson hair once again in the bathroom, she double-checked to make sure she looked presentable, and went to the kitchen to finish her morning routine.

It was time to call IJH, and then get to work.

D-O-C-T-O-R-W-H-O

It was only once she'd finished her breakfast and morning routine, completely, that she called him. He was one of the few numbers programmed into her cell, and it was enough for her to talk to him every morning-he'd been amazing, honestly. Really, truly amazing. Him and CJH were the only two people who understood even part of what was going on with her, and even if they couldn't _possibly_ imagine what it felt like they helped her anyway.

And they needed to be kept up-to-date with the timeline, so she had to do that for them, if no one else. Her pain might be her own, but the timeline had to be preserved.

Holding up the phone to her ear after she dialed, she listened, hearing the dial tone in her ear, before it shifted.

 _"Hello,"_ said the pleasant, Welsh voice she'd come to expect from the mysterious IJH, _"I'm out right now, hunting a Weevil, so please"_ and then the phone was picked up. _"Alex?"_

Alex was what both of them called her, in the interest of maintaining secrecy. Lillian Alexandra Harkness.

"I had another dream," she confessed quietly, "I think it might be the last one in the sequence." She tried, she really did, to keep her voice from shaking, but she was only human, so it shook a little.

 _"Oh…Alex, I am so sorry,"_ breathed IJH, so softly she could have imagined it. _"I wish you had never had to see that,"_ he said quietly. _"The end?"_

"T-the end," Lily managed to reply, with a slight nod. "Won't you get in trouble?"

 _"Nonsense,"_ he laughed, _"I'm on my home mobile, and I'm off work today. Couldn't drag me out of my apartment if you tried, though I'm afraid CJ is in the loo-he's a bit sick. Are you sure it was the last one?"_

"Positive," Lily confirmed, voice shaking a little as her eyes started to sting. "I-I saw it. I can't-but I saw it," she did her best not to sniffle, wiping the solitary silver tear that streaked down her face. "All of it."

 _"Alex…"_ he started, sounding very solemn, _"do you need a distraction?"_

"That…would be nice," Lily said weakly, "I'm treating it like a nightmare, but-I'm going to see it again and again, like the-like that last one," she admitted, still shaking as she moved to make herself a second cup of tea. "I've made myself a cup of cinnamon-cardamom already, and I'm making another now," she added.

 _"Are you okay?"_ IJ asked quietly, and Lily froze for a second, feeling the weight of the question hit her between her ribs.

Sharp pain hit her in the heart again, as she braced herself on the counter, forgetting about the cup of tea temporarily. _Stars_ , she'd never be okay again, not with what she'd just been part of but she couldn't worry IJ like that. He was like her brother.

"I will be," she said, aware she couldn't quite lie to him as well as she wanted to. "It's not like I was- _really_ there, right?" she tried to joke, but no answering laugh came from IJ.

Well, that explained a good bit she hadn't known before. She _had_ been there, after all; she just didn't remember it until today. That meant…that meant her memories were still missing, the ones that were…

 _"You forbade me to tell you anything about it, or I'd tell you more,"_ IJ said softly.

Lily swallowed hard, moving shaking hands to the teabags "I'd guessed that, thanks," she said weakly, trying to fight the urge to sink into a chair.

She'd always suspected they were one and the same. Ever since the dreams started. Starting to panic about it, though, was the _last_ thing they both needed her to do. She had to keep a level head about her, even if Lily didn't really exist…or did she? That was the problem; she had left _explicit instructions_ not to tell herself anything.

 _"Look, your dreams are just a part of integrating,"_ IJ replied _"I'm stretching the bounds of what she told me I could tell you, Alex."_

Integrating. Right. That was easy, except it felt like her heart was torn in two every _single_ time she dreamt about being Tio. Tio hadn't nearly had as easy a life as IJ and CJ seemed to think she had, and who was to say Lily _wanted_ to be Tio, anyway? But she was…or was she?

She'd gone through this song and dance so many times now that she knew better than to struggle against it. Right now, she didn't have all the information she needed to determine if Lily was Tio, or Tio was Lily, or neither was the case. Maybe Tio had just left Lily with her memories.

Taking another deep breath, she asked "So, CJ come down with something?"

 _"Er…you might…say that,"_ IJ sounded a little uncomfortable _"Erm…please don't blow my eardrums up?"_ he asked. _"You know what century he's from, right?"_

Wait. Wait a minute.

He was _pregnant_? With IJ's kids? Lily pulled the phone away from her ear and _squealed_ , the happiness making her nearly drop her teacup and bounce around the kitchen, laughing; the good news was just what she needed to forget her dream, to forget the worries she'd had before.

CJ was _pregnant_. Stars, she was going to be an _aunt_ , even if she couldn't meet either one of them yet.

"Sorry about that," Lily said, when she'd put the phone back to her ear, grinning from ear to ear. "Let me guess, I'm being _insufferable_ for having already known about it in that time."

She knew they weren't calling from the same point in time. Or if they were, not at the same point in their personal timelines. IJ had assured her they'd line up soon enough, but right now it was a little irritating because she couldn't be there in _person_ to offer congratulations at the right time.

"Congrats, you two," she said, grinning "How many?" IJ hesitated, audibly. "Let me guess. One?" he didn't reply. "Two?" still no reply "Seriously, _triplets_?"

 _"Er…yes?"_ IJ offered weakly. _"You and-er, someone, have offered to be godparents and help out, but, um…yeah. Three,"_ he sounded bashful, and she could just imagine a Welshman's features pulled into a very bashful, adorable expression. _"So…yeah? Is…"_

"It's the perfect time," she cut him off, grinning "And congratulations! You two deserve it after everything the universe has put you two through. THREE babies," she was trying not to bounce up and down, all tea forgotten "Stars, you two. Three in one go!"

 _"Er, yeah, next time apparently it's my turn to get pregnant,"_ IJ laughed, making Lily laugh too. _"He's tired of the morning sickness."_

"Yeah, I bet," Lily said, grinning "Can I talk to him?"

There was a pause, as Lily heard IJ pull the phone away from his ear, and start talking rapid-fire in English to someone else. What he said was inaudible, but there was the sound of the phone changing hands.

 _"Now I know why you predicted triplets,"_ groaned CJ into the phone, making her grin wider _"You_ _knew_ , _you little_ _fox_ _."_

"You told me," she said, "Morning sickness hitting you?" he groaned on the other end of the phone, but said nothing, and Lily winced empathetically "I'm sorry. At least you won't be pregnant again for awhile right?"

 _"Never again,"_ grumbled CJ, _"Triplets is going to be bad enough, even WITH yours and-um, someone's help."_ Lily had a sneaking suspicion she knew _who_ that someone was going to be, but didn't mention it.

"I know you're probably sick of hearing it, but _congratulations_!" Lily was unable to help herself, and she just heard CJ laugh, as did IJ, more faintly. "Your triplets are going to be the most spoiled babies ever if they've got as big of a family as you say we do."

 _"Oh, they'd better not be, or a certain set of aunts, uncles, and godparents are going to_ _get it_ _,"_ growled CJ playfully, but he was clearly grinning. _"I need to hand you back to IJ-I'm going to be sick again, Alex."_

"Sorry, yeah I understand. I hope the morning sickness passes soon," Lily told him, before he passed her back to IJ. "So, is he cursing the world and trying not to dirty my ears?"

 _"Something like that,"_ IJ said, as muted cursing came from the other end of the phone _"Listen-I'd love to keep talking, but he's starting to expect an answer, and you know how a pregnant man acts."_

Yeah, Lily had something of an idea. Either way, she didn't want to subject IJ to that for any longer than she had to, especially if the man in question was getting too many pregnancy hormones for his liking. He was going to be insufferable for the eight months until delivery.

"Sure," Lily said, "Just one more question-how far along are you guys?"

 _"Three months,"_ IJ said, and then the phone beeped. _"Shit, that'll be Dad. I'll call you later, or tomorrow might be better if Dad's about to find out about the big secret. Love you, Alex."_

"You too, IJ. Talk to you soon," Lily hung up, and immediately started gathering her things with a curse, realizing what time it was.

She had barely enough time to get to the bus stop. _Shit_ , swore Lily silently as she kept running around the apartment, finally finding all of her things, slinging them into a bag, and sprinting out of her apartment.

D-O-C-T-O-R-W-H-O

Lily made it to the bus stop at the same time she always did, about 5 minutes before the bus arrived. She wasn't surprised to see that she was the only one here; Rose barely made it most mornings, and that was with Jackie trying to keep her moving and getting ready. Without Jackie, Rose often didn't make it to the bus stop at all.

Lily looked up at the sky, which was a stormy gray color, as if it knew she was thinking of him, and she swore she could feel eyes on her from around here somewhere. The hairs on the back of her neck prickled and she felt something like a psychic presence sweep past her mind. She tensed, feeling years and years of training coming to the forefront-years of readiness, telling her that they were over her right shoulder.

She was about to turn and look over her right shoulder, and confront whoever it was that was staring at her, but someone called her name from the other side, keeping her from looking.

Damn, foiled again. Whatever or whoever it was had been watching her for the past few days, and she _really_ wanted to know who it was.

She turned to see Rose jogging toward her, waving "Lily!" she called, grinning.

"Morning Rose!" she called back, waving to her and glancing down the street for the bus, doing her best to ignore the feeling. The bus was just turning onto the street. "Took your time this morning, I see," she teased as Rose panted, coming to a stop next to Lily.

"Yeah, well my first alarm didn't go off," Rose grumbled, brushing her bangs back out of her face.

Lily glanced back, at whoever was looking at her, but they were gone. They'd been just over there, watching her from an alleyway, but-oh, _damn_ , she had no way of finding them now. Damn it!

Just when she might have figured out whoever it was that was following her around, they foiled her, again! By Omega's Staff, this was really frustrating her.

Rose frowned "Somethin' wrong, Lil?"

"Don't call me that," Lily said with a groan "That sounds exactly like someone's calling me little." Rose shoved her shoulder with a grin, "And I'm taller than you."

"Wha', by two inches?" protested Rose, as Lily narrowed her eyes. "Besides, you need a nickname. You won't accept Lily-flower, or anythin' else, so why can't I call you Lil?"

"Lily _is_ a nickname," Lily replied, smiling "My full name is Lillian; you know I hate it, don't start," she warned, holding up a finger to forestall Rose, "You can call me Lex if you're really stuck."

"But tha's the name of a comic book villain," replied Rose, shaking her head "Doesn't sound right. You're no villain, Lil."

Lily chuckled "Then quit trying to nickname me, _Mary_." Rose glared at her "See, not as much fun when I do it, is it?" she teased back as the bus stopped. "Come on. I'll tell you about it on the bus."

She had the strangest feeling they were being watched, again, and looked around them, but couldn't find anything.

Except for a weird trashcan, which was sitting on the corner. It was like the owners had forgotten that trash day wasn't until Tuesday. Could it be… _oh_ , what were those plastic things the Doctor had fought during his fifth incarnation? Lily wished she had her first dream diary with her just to double check. It would come to her eventually, but she couldn't recall the name off the top of her head right now.

What were they called? It was-it controlled plastic, sending out a psychic signal to activate it, but the creature itself was made of plastic. She just couldn't remember its name off the top of her head, which was _really_ frustrating. Maybe her mysterious benefactor would know.

Lily paid her fare, and walked to the nearest window seat, followed by Rose, glancing out the window to see if she could find anyone else out there. No, there was just a trashcan, sitting innocuously on the side of the road like nothing was wrong, even if it was the wrong day for trash pickup.

Actually…there were a lot of trashcans out on the street. That really wasn't right. Shit. That thing was here sooner than it was supposed to be.

She wasn't supposed to have to deal with this until he got back; that much, she _did_ know, based on what Jack- _CJH_ , she corrected herself, had told her this morning. She'd not had to try very hard to back-trace him, since he was willing to talk to her over the phone, but only with the stipulation that she stop once she found his past self. Which she had readily agreed to, needing a friend in this foreign land.

Maybe now was the time when she was supposed to stand on her own, then. Maybe. She doubted it, though; this plastic creature was really familiar, and IJ and CJH had texted her a few warnings before, after she had started calling them with her dreams. Whoever they really worked for, most likely a future version of _her,_ they were on her side.

But they hadn't warned her about this. That meant something else was going on.

"What's wrong?" Rose hissed, snapping her out of it.

"Nothing," Lily lied, "Just-thought I saw someone across the street. Someone I knew." She put her hand in her jacket pocket, checking to make sure her phone was with her. "I was wrong."

Rose frowned "You said you didn't remember anyone." She sounded hurt, "Were…did you remember somethin'?"

Lily cleared her throat "I'd rather not talk about this right now, Rose," she whispered, because it was still too fresh. Still too raw. The Mark was proof it had happened, proof she wasn't completely crazy, but how could she possibly explain _that_ to her best friend? "It-it really sounds nuts, Rose."

"Tell me," demanded Rose, turning to look at her more directly "tell me, please. Wha'ever it is, I can handle it."

"I know you think you can," said Lily quietly, clasping her hands together in her lap before she started fiddling with her phone or sent a text to the emergency number. "But this isn't-it's not normal, Rose."

Rose fixed her with a flat look "Come on, Lily, you can tell me," she wheedled "you can trust me to tell the truth, you know. It's not like I'm gonna tell anyone _else_. Who would I tell? Who is there to tell abou' this, Lil?"

Lily snorted "No one, and please quit calling me Lil." Except maybe her mysterious benefactor, who was likely one of her past companions now that she thought about it. The benefactor helped wherever Jack couldn't, honestly. She really owed them, whoever they were. "But I…it's like the touch thing, Rose," she explained, keeping her voice low.

"Aww, come on," Rose pleaded "That's not fair, Lil. I tell you everythin'. Why can't you trust me?"

Because it would make Rose a target. Her best friend was already a target, for whoever was trying to get to Lily, to Arkytior, and no matter how much training she had, she couldn't protect Rose from this. Her training had somewhat carried over-she'd continued what she could as a human, or human _plus_ , really, but some of it was just harder to keep up with and some was flat-out impossible.

"Because it might just get you killed," whispered Lily quietly "I have enemies, Rose." Rose shot her an incredulous look and Lily rolled her eyes. "I do, don't give me that look. The amnesia…it wasn't-you remember I started having those weird dreams, right?" she whispered. "They're not dreams."

"Memories?" whispered back Rose, and Lily nodded.

They were fragments right now, as much as she could handle and even they were vivid and _bright_ , and she desperately wanted to remember all of it. Like why she could pass for human when she had once been Gallifreyan.

"What…what did you remember?" Rose asked in a whisper.

"Like I said," Lily replied, keeping her voice low and using her hair to hide it from the other people on the bus. "I have enemies. If you know, you're a target. They might already come after you, try to kill you, just because you know me."

Rose frowned "What could you _possibly_ have done, that would prompt them to come after ya like that? You're only _twenty_ , Lil."

Lily sighed. Clearly, the only thing that would work here was spelling it out and telling the truth to Rose, and that would just make her a target. Lily was not going to lose her best human friend at the moment and the girl who reminded her of a little sister just because Rose was too curious.

"Rose," said Lily quietly "There's a reason I made myself forget. I used to…help someone. Protect someone. Someone dangerous, with a lot of enemies," she hinted "And that's made me a target. Lately, though, I remembered _why_ I'm a target, Rosie, and that makes me dangerous by association. You could be killed for even talking to me."

She was a target because she'd helped him to-do _something_ to Gallifrey, but she couldn't remember what. Just…just putting her hand over the button, and the screaming people all over the planet; they'd both had enough of the War. It was her creation, but he used it, with her help…

Lily shook her head sharply, focusing on the here and now. Murderer or not, she was in danger _now_ , even if…

Even if something told her that Gallifrey was still out there, that she had used her powers in conjunction with other versions of herself, to save it.

"Oh," said Rose quietly "Who…er…is this person…still alive, then?"

Stars, she hoped so. He'd promised her and the Mark-wouldn't it have been damaged if he was dead? She made a mental note to herself to check it on her break. This morning it hadn't looked damaged, though, so she had hope.

"I hope he is," said Lily tightly "I did not save his perfect arse all those times for him to go and get himself killed doing something stupid like I suspect he is." He promised her. He _promised_ he would come back for her. "He made me a promise, and he'd damn well better keep it or I'm bringing him back to life and kicking his perfect arsed-backside back to the afterlife."

Rose giggled "Oh," she teased as they got off the bus, "So e's got a fine arse, then?"

Lily went scarlet immediately, thinking of the Doctor's perfectly shaped arse in his new life, and in all of his others, "S-Shut up," she stammered. "I-I really meant I was just going to ream him out for-for breaking a promise t-to me." She cleared her throat, "Here's our stop."

Rose was still giving her that grin, that grin that said she was in for it now. Lily regretted ever mentioning the Doctor to her. Rose had been trying to set Lily up on a date for _months_ before Lily had finally had it out with her and said she wasn't interested. Now that she'd finally mentioned a guy, even if he was several hundred years older than Lily probably was right now, she was really in for it.

Now she was never going to hear the end of it from Rose.

"Come _on_ , Lil!" cried Rose as they walked into the department store, and headed upstairs to begin their shift "I can't understand why you don't want me to know about him. Is he nice? Clever? Big? Tall, short?"

"Rose, please, I don't want to talk about this," begged Lily, hoping her sister would drop it "Please. I don't ever know if I'll see him again, anyway. I'd rather not get my hopes up."

Not when she knew she couldn't tell him the truth; that she knew Gallifrey had to be out there somewhere, that it…that it hadn't been destroyed by the Moment. Or what, _who_ she was, until the time was right.

Rose frowned "Why ever not, Lil? What could possibly be so important that it keeps him from seein' you?"

"It's the same reason his enemies are after me," said Lily, shrugging one shoulder "He's running to keep away from them."

It was a vague enough excuse that she was certain Rose would see right through, but to her surprise Rose actually bought it. It might have been that they were approaching the register, though, and Rose's ex-best friend Diana was sneering at them from behind the register. Great.

Diana hated Lily, for no other reason than she thought the redhead had somehow 'stolen' her best friend away. Diana had ruined her relationship with Rose all by herself, though, and it wasn't Lily's fault. Lily had just exposed the woman as a liar who used up all the money they'd saved in a joint account to get herself plastic surgery, instead of leaving it for a girls' vacation. Lily just smiled at her as they passed, knowing it would infuriate her all the more than to see Lily sneering back.

Rose frowned "Sounds a bit…dangerous. What kind of enemies?"

Lily shook her head "Not here," she said, because talking about him in the middle of the store was a sure way to get her fired. "I'll tell you after work."

"After?" Rose gaped at her "What-but that's not-" _that's not fair_ , Lily knew would come next.

But it wasn't her fault. Rose had made plans before asking her the question, or things would have gone over a bit differently.

"You're meeting Mickey later," said Lily, smiling at her "Remember? He's bringing you lunch."

Rose stuck her tongue out at Lily "Fine," she said, "Be that way. I'll be watching you," she patted Lily's shoulder "Promise."

Of course she would be. At least now she had some time to figure out what she could tell Rose without involving her in an intergalactic power struggle of some kind. Rose would just jump headfirst into it without thinking about the consequences, and that would definitely not go over well.

"You can watch me all you like," said Lily, feeling a little more at ease as she walked up to the register to sign in, picking up the pen and signing her legal name. "Morning Rayne!" she said, giving Rayne a wide smile and adopting her British accent for the morning.

It was completely false of course, but it was so good that most people wouldn't notice anything out of the ordinary. It was the result of several long hours of practice and schooling from Rose to keep her from sounding completely foreign, and it worked. Her original accent was too strange for people to _not_ look twice at, after all, so she kept it to British most of the time. She used a Cockney accent, with a bit of polish to it, since people expected her to live on the Estate like she did.

The store started up work for the morning and Lily plastered on a semi-fake smile as she nodded to one of their first customers of the day, a slightly overweight woman named Marianne with a cheery, gap-toothed smile. Marianne was one of their more polite customers, though she wasn't above teasing Lily about anything and everything that happened in the store.

Lily sighed, resisting the urge to bang her head against the counter. Why had she mentioned the Doctor to Rose again?

D-O-C-T-O-R-W-H-O

The day was long, and one of the more boring days Lily had ever had working here at Henrik's. Their lunch break had been uneventful, and Rose had met up with Mickey for lunch, while Lily had taken her break with Rayne, listening to her complain about the rude customers at the cash register. They traded horror stories on a regular basis; it was their best way of really dealing with idiots. But Lily was distracted the whole time.

She'd been bothered the whole of lunchtime, with the psychic signal she could feel if not smell being sent to every piece of plastic she passed. There was also a slight, acrid smell following this signal, and it seemed to be following her everywhere.

It was like the plastic was trying to follow her. And knowing her luck, it _was_.

It also seemed to be following Rose, but to a lesser extent. It was probably following Rose just because she was associating with the former Arkytior, and that was too dangerous. She'd have to cut that friendship out-even _Rayne_ wasn't a target like Rose was. It made Rose a target, now that Lily had enough of her memories and knowledge back to _really_ be a threat to it.

So Lily had volunteered to lock up today, even though it was technically Rose's turn. There was a good match on in the pub today and though Rose would deny it to her dying breath, she was just as big a fan of watching the sport as her boyfriend was. The sharp, annoyed glance Lily had gotten from Rose earlier meant Lily wasn't off the hook for explaining about the Doctor.

Which was fine by Lily, since it gave her more time to come up with a convincing story to explain just what was going on with her and why she was being so secretive about all this. Or a way of just dropping Rose as a friend to keep her safe.

The announcement came on _"Attention, all employees. The store will be closing in five minutes,"_ as Lily finished putting the last rumpled shirt back on the shelf, as perfectly folded as she could make it.

She'd already signed out at the cashier's desk, magnetizing the cash register drawer closed after the store had locked its doors and stopped letting people in. As Lily swung around toward the front of the store to finish locking up, she caught the eye of Gabriel Grayson, a security guard with a steady boyfriend at home. He was young, maybe twenty-two or twenty-three, and really sweet, and his boyfriend Richard was a struggling novelist who worked full-time helping to run a bookstore.

He smiled at her as she walked towards the exit, as the last employee there "Wilson won the lottery," he said, handing her an opaque white envelope filled with money. From the size of it, there was quite a bit of cash there, at least ten thousand quid. "I think he's still downstairs."

Lily grimaced "Shoot, I completely forgot," she said, taking the money from him. "Thanks. How's Rick?" she asked. "Last I heard, he was still struggling to find inspiration."

Gabriel chuckled, shaking his head "Yeah, he is. Thinks he's finally got something, but you know Rick; he's never satisfied with somethin' normal. Says he wants to interview some more cops before he really starts."

"So he decided?" asked Lily, "A cop story?"

"A murder mystery, yeah," said Gabriel, grinning at her and flashing some of his white teeth. "He's really proud of it. Says it's gonna be a series at some point."

Lily had no doubt it would be. Rick was very dedicated to what he wrote, and very driven; if anyone could succeed in writing a successful murder mystery series at his age, it would be Rick.

"Awesome," Lily said, right before the pit dropped out of her stomach. "Hey Gabe," she said, trying not to show how uneasy she suddenly felt, "Why don't you go on home? Get out of here, I'll get Wilson and lock up. How's that?"

Gabe caught her eye "What's wrong?" he asked, his accent thickening "I know you, Lex. You go' that feelin' righ' before our apartment went sky high. Was just luck we weren't in there."

Right. Gabe had been there for that, as had Rick. They were the only two people in her life that knew about it other than her close family, because she'd had to use her sensitivity to time to save their lives. Now she'd be doing it again for Gabe.

Better that than he end up dead if the building blew up in the next hour.

"Something's coming, and you need to get out of here, and go home," said Lily, glancing back into the store. "I'll see if I can get Wilson out and give you a ring when I get home. I'll be fine. You know me, luck of the devil and all that."

Gabe chuckled nervously "Yeah, I do. I'll call the rest of them, see if I can get them on break or somethin'. You think the buildin's gonna go up?"

"I don't know, and I'm not taking any chances with people's lives, 'specially not people I care about," said Lily, looking at him sternly. "Go home to Rick, and wait for my call. Maybe keep an eye on the news. I _promise_ I will call you, but I might be a little late since I bet you anything Jackie will be worried and so will Rose. Go _home_ , Gabe," she shoved him out the door, "I'll take the back way, now just go."

He gave her one last worried glance, and did as she said. Granted, it probably helped that she'd saved his life last time; Gabe knew she could handle herself. And that she got prior warning about crises like this. Lily felt her phone buzz in her pocket, but ignored it in favor of finding Wilson. Whatever the text message said, it could wait.

Lily made it into the basement in less than a minute, running at full tilt to try and find Wilson in case he wasn't dead. She didn't have much hope that he was still alive, not with the feeling she'd gotten in the hall, but on the off chance that he was she wanted him to live. The tangy, acrid smell and the psychic signals got closer and closer as she ran for the electrician's office, past all of the mannequins and clothing, banging on the door so hard she made a dent in the metal.

"Wilson!" shouted Lily "Wilson, we've got to go!" the tangy scent increased a little "Wilson, can you hear me?!" she shouted again, "Come on! It's Lily, you know the idiot girl who keeps interrupting you to point out what you're doing wrong?! Come ON Wilson!" she smacked the door again, wincing as her hand bruised "It's me! Open up, we've got to go!"

And then she smelled gas.

"Oh, shit," swore Lily, lapsing into Gallifreyan, before grabbing the nearest piece of metal she could find off the ground and jimmying the lock with all of the strength she had, using it as a makeshift crowbar.

It nearly didn't budge, but she felt it give at the last second, and swearing in Gallifreyan, Lily bent the crowbar back as far as she could, jimmying the lock again. The door opened inwards, so she could break it down if she weakened the hinges enough, and Wilson didn't deserve to die here, not because this plastic-creature was after her and not him. She would _not_ be responsible for another death if she could help it.

"Wilson!" she felt the lock starting to give way, and the smell of gas grew stronger. Coughing, Lily took a deep breath and felt her respiratory bypass click into place, changing her accent. "Wilson!"

 **(A/N: Rose didn't get there until 2-3 minutes after this. It doesn't take long for someone to suffocate, but the difference is long enough for Lily to save his life. I just thought it was unfair that Wilson had to die. Yeah, sure, other people WILL die, but I want Wilson to live in at least one fanfic and Lily is faster than Rose; not to mention not nearly as afraid of the dark or the basement. Not being hampered by Rose also means Lily can use her power and act like Tio again.)**

She managed to break the door open after a few hard kicks, feeling something give way in her ankle just after the door clattered down, and saw Wilson, lying at an awkward angle near his desk. He was low to the ground, whereas the gas leak appeared to be somewhere above his head, and had a cloth covering his nose and mouth, and he looked to have been trying to make it to the door. There was nothing plastic in the room, aside from his chair, which had scooted itself back against the wall and was lying askew. His glasses were broken on the ground in front of his face, but nothing seemed to have shattered into his eyes, which was good.

Blood was steadily oozing from a cut on Wilson's forehead, too, but Lily didn't let that stop her. She dropped the crowbar, smelling the acrid scent again, and ran forward into the room, touching Wilson's pulse point. He was coughing, though, and he was still conscious, but he didn't have the air to answer her. Lily slung him up into a fireman's carry, feeling the air (or really, gas, since there was so much in the room) rush out of his lungs quickly as he hit her back, and felt something wet hit the back of her purple jacket.

Probably blood. Wilson wasn't exactly light, but she was strong, and by the time she made it into the hall again, she realized they were surrounded.

She slammed the door shut behind them, pulling it closed with her free hand to try and stop the leak of gas into their surroundings, but it wasn't easy. Wilson was still coughing by the time she got him out of his office, but she could hear him sucking in grateful breaths of air against her back.

She had to get him to an ambulance, and get him _out_ of here before he died. Wilson was twenty-five, had a tendency to run and forget to eat unless he was reminded to, and wore square-framed glasses that reminded her of-someone familiar, though she couldn't figure out who it was. He was about 5'11", with curly dark brown hair and a deep bass voice, which surprised everyone he talked to at first, and though he was capable enough he also seemed to need someone to look after him and listen to his scientific theories.

He was really brilliant, working as an electrician to earn enough to take his A-levels. Stone-cold brilliant when it came to aliens, too. Some of his theories, which she knew most would dismiss as outlandish, were actually spot on. She had no doubt he would be offered a job with UNIT when he was older, if she could get him out of this situation alive.

Lily made it to the door of the storeroom, only to realize the psychic signal was actually getting stronger, and not weaker. Well, no time like the present, right? She would've left if not for the sudden mannequin's arm in the way, nearly touching her.

Lily clenched one hand into a fist, backing up as far as she dared without hitting Wilson into the wall as she realized they were surrounding, listening to him breathe. His breathing was good, aside from the coughing, which meant he was getting back to normal. Good, that meant he could move soon.

"Wilson," hissed Lily "Can you stand?"

Wilson gasped a few times, but didn't sound like he could answer her, as he started coughing again, more strongly this time. Shit. Well, there went that plan. Lily backed up some more, keeping herself between Wilson's vital organs and those things. She knew her back wasn't going to be pleasant, but it was better than dying.

One of the mannequins raised its arm to aim at her and Lily grimaced, looking for a shield of some kind. It lunged to her side, surprising her, and cut a pipe near her instead.

Lily's world was turned upside-down when a hand grabbed hers, and not Wilson's, sending a spark of emotions into her arm. She felt _excitement-worry-curiosity_ rush into her at the same time as she smelled ozone, pine, and something _other_ , and looked up into startlingly familiar stormy blue eyes.

"Run," said the Doctor, and Lily squeezed one of Wilson's legs.

"Hold onto my back and try not to wheeze too much," she ordered, "And keep your head up. Don't hit on much if you can."

"Okay," Wilson's voice was hoarse, but she felt his arms shift so he was holding her, and the strength she felt meant he could run later.

She ran. The elation rushing through her at the sensation of running was more than enough to keep her from really focusing on the fact that she was carrying a fully grown man on her back, but not enough to make her forget it. Especially not with the wheezing Wilson was doing. They made it to a supposedly locked service elevator quickly and the Doctor had it on and running before she had a chance to look twice.

Lily gasped as _hunger-pain-fear_ shot through her from the faded connection with the Doctor, and he managed to yank the arm through, removing it from the mannequin. The psychic signal it was giving off suddenly faded as the sonic screwdriver whistled through the air, and she did her best not to grin to herself as she moved to kneel.

"I'm going to put you down now, Will," she said, "You can sink to your knees if you need to, but I can't run with you on my back this whole time. We'll get you to a hospital, I promise."

"See? 'Armless," said the Doctor, smiling at his own joke as he looked over at her. Lily chuckled as Wilson nodded, letting her slide him off her shoulder "Who's 'e?"

"This is Wilson, the electrician," said Lily, as he steadied himself on the side of the elevator. He looked pale, but a lot better than he'd been doing considering that a few minutes ago he'd been suffocating to death on gas. "He's kind of like my little brother, even if he's a bit older than me."

"Not quite true," Wilson rasped, smiling, "She's not quite sure how old she is. Could be older 'n me, wit' how she acts," he teased, and Lily swatted at his shoulder gently.

The Doctor looked back at Lily, who smiled back at him " Quiet you. I knew he was in there, and he wasn't answering the door. He never _fails_ to answer for anyone, especially me because he knows if he doesn't, I won't run with him on Saturdays anymore."

Wilson nodded "Runs," he rasped, coughing again "Are a good way to motivate anyone. Especially a cross-country runner. What… _the hell_ …happened?" he managed between breaths. "Why was I…were those _mannequins_ following us?"

"Yep," the Doctor said, grinning at them both "You don't seem too surprised," he commented to Lily.

She was a little disappointed he didn't recognize her, but then, Arkytior had been a 6'1" Time Lady with glasses and an attitude, and Lily was only 5'8" and lacking in everything else Tio had had, save the attitude. Even the familiar eyes were gone. She wanted to tell him who she was, but her stomach lurched, and with it, her heart. It wasn't time yet.

Much as she hated it, the Doctor was on his own when it came to finding her identity out, at least right now. Lily couldn't risk his future on the small hopes that he would remember her. So why wouldn't she be surprised?

Easy, she had to tell him the truth. That was the best option, even if he didn't remember.

Lily grimaced "Not my first run-in with something weird," her sort-of American, sort-of-alien accent was back, not that it mattered much. "My gut tends to react to those things."

The Doctor's eyebrows rose in disbelief. Come _on_ , she wanted to yell at him, _remember me?!_ But she didn't dare, not with the way her gut lurched at the idea.

"Your gut?" he repeated, surprised, "Your gut instinct has a reaction to _tha_ '?" he tilted his

"Not like that," Lily grimaced, realizing how he'd taken it. "I just knew something was wrong with Will, and I had to get to him before closing up," she explained, "I have the lottery money. He won, but something was…off, and so I ran to his door instead of walking."

"Your instincts are the reason yer friend's alive," the Doctor said. "What did you think they were, students?"

"I follow my senses. Those were mannequins of some kind; the lighting means they couldn't have been anything different," Lily replied. "And they weren't responding like humans. They were too stiff, too-well, too weird for me to think they were normal. I was a little more focused on getting Will out of there before he suffocated to death."

Will flashed her a grateful smile, and Lily smiled back, feeling a bit better now since he was able to stand on his own. He was still pale by the time the elevator dinged again, and the doors opened, but not as pale as he was when she'd picked him up.

"Can you run?" he directed that at Will.

"Don't have much of a choice, do I?" Will asked wryly, as the name hit Lily all of a sudden, as well as how to stop them.

Autons. They were Autons, animated by some form of psychic signal this time but usually animated by a Nestene Consciousness or psychic projection. Sometimes they were like androids, but with more or less familiar faces and interchangeable body parts. But these Autons were being animated and controlled by one creature in particular, which meant it needed some kind of broadcasting station or beacon from which to project its signal to the department store mannequins.

That meant there was some a psychic beacon nearby, most likely on the roof.

"I can carry you if you can't," said Lily, replying just a beat too late to avoid the Doctor's curious glance her direction. "I'll just be slower."

Will shook his head "I'll slow you down if I'm like that, and I should be able to run for a short distance. But what, exactly, is going _on_ here, Lily? How'd you know I was in that room?" The Doctor glanced back at her, startled "I was pretty quiet going down there."

"You're one of three people in that store that I can actually stand to talk to on a daily basis, so I keep track of you," said Lily dryly, feeling the Doctor's confusion. She glanced at him "What? Most of the people who work there," she paused "Tell you later."

"Mind your eyes," warned the Doctor as they slipped out of the elevator, and he pulled out his sonic screwdriver, aiming it at the elevator controls.

"What's that?" Will piped up, instantly curious as the controls sparked.

"Sonic screwdriver, now run!" the Doctor ordered, _elation_ rushing through him as he pulled Lily into a run again, and Lily grabbed Will's hand, yanking him along with them.

Wilson gasped as he was pulled into a quick run alongside them, trying to keep up though his legs were weaker than they should've been from lack of oxygen. He stumbled, and Lily used her strength to pull him up, separating some of her own strength out and passing it to him as he dropped her hand with a smile of thanks.

She hoped he didn't realize where that strength came from.

"But wait, what's going on here? Who were those things, and what're you doin' here?" demanded Will as they ran.

Clearly her little trick had worked. Lily smiled when they hurtled to a near-complete stop at a corner, only barely managing to avoid tripping by letting go of the Doctor's hand and catching herself on the wall. The Doctor glanced back at her, curiosity and a little confusion clear in his eyes.

"They're mannequins, _shop_ mannequins," the Doctor stressed. "Anythin' else?'

Lily grinned "Nope, I know how this one goes," she said, "Especially since we're running for our lives."

"How can you _not_ want to know what's goin' on?" demanded Will, gaping at her "How can you _not_ care how he got in after hours?! We're s'posed to be locking up, Lily!"

Lily shook her hands out as she looked up at both of them, first to Will, who was staring at her in disbelief and then the Doctor, who just looked curious and a little incredulous that she didn't have any questions for him. But how could she? She couldn't lie here, or he'd know-she had too many obvious tells when she lied for him not to figure her out then and there.

But he _did_ know about UNIT at this point in time so he could write her off as a young member of UNIT.

"I'm a little confused abou' that meself," said the Doctor, eyeing her "You don't exactly look native. You human?"

Huh, so he _did_ remember her a little bit…

"Never been tested, so maybe?" guessed Lily, holding out her hands, palms up "I don't know. I'm a long story and I'm not exactly sure where I come from, _or_ when. As for why I don't care, I've seen crazier." And she had, the last time they'd pranked Borusa together. "It's not my first time at this rodeo."

The Doctor's eyebrows went up "So you know wha's followin' us, then? Surprise me." He challenged her, staring her down.

"Autons, animated plastic and metal brought to life by a psychic impression or in this case a psychic signal connecting them to the host life form," said Lily without missing a beat.

The Doctor beamed at her "Brilliant! You with UNIT?"

She remembered them, but vaguely. The Doctor had worked with them all through his third incarnation, one of the few she didn't get to visit regularly because of his exile. They knew _of_ Lily, or Tio at the time, but they didn't know why she was important. Or at least, she thought they knew her.

Lily shrugged "I know them, but they don't know me yet," she hinted, "I work with one of their consultants sometimes. Though," her stomach lurched suddenly, and she swallowed. "Think we're cutting it a bit close on time, here! I'll explain what's going on later, Will, but we've got to run _now_! The Autons know where we are and they're climbing, fast!"

She didn't know how she knew that, but Lily didn't question her gifts most of the time. She hadn't started questioning as Tio since she was only fifty-three, and she didn't intend to start again now.

"Right!" the Doctor said, and with that the three of them took off again, this time aiming for the door to the outside, after a set of metal, thankfully inanimate steps.

They made it to a locked door just before the Doctor pulled out his sonic screwdriver again, aiming it at the door. Lily smiled as they managed to get the door fully open, and stepped outside into the cool, breezy night air.

"How'd you know they were followin' us?" the Doctor asked, after they stopped just past the stairs outside Henrik's back gate. "You psychic?"

Lily shrugged "Never been tested for anything, honestly," she admitted, because she hadn't been, though one time the Doctor himself had measured her talents. "You all right, Will?"

"No," said Wilson, glaring at both of them "No, I want to know what the bloody hell is going on, and I want to know _now_. What is _he_ doin' here? Why do you seem like you know him, Lil?" Lily bit her tongue before the Doctor glanced at her, keeping herself from snapping back at Will. "What's goin' on, and how do you stop those _things_ in there?"

The Doctor sighed "I'm the Doctor. I'm here because those Autons, or as you might be more comfortable sayin', aliens, are here ta destroy yer whole world by eatin' it as a buffet supper. There's a psychic beacon controllin' them. I'm gonna go on up to the roof, and blow it up. Any more stupid questions?"

She wanted to laugh at herself for forgetting how rude he was, but Lily couldn't ring herself to do it. Not when they'd nearly died getting out of there.

The Doctor turned "Right then," he said, with a smile in Lily's direction "Good thinkin', what was your name again?"

"Lily," said Lily, and after a pause, she added "Lily Harkness. This is Wilson Nott. And you?"

He grinned "Lovely name, Lily. Nice to meet you," he nodded to her, "Wilson. Run for your lives!"

He turned, about to go back inside but Wilson called after him "Wa-" before Lily clapped a hand over his mouth.

The Doctor glanced back over his shoulder as he shut the door, and Lily waved "See you later!" she called, grinning at his look of confusion before he slammed the door shut. "Erk-Wilson!" she pulled her hand away from his mouth "Yuck! Was that _really_ necessary!"

"Yes," Wilson said, panting, "Come on, he's not serious 'bout blowin' the buildin' up, is he?"

Lily grimaced "He's dead serious. I've seen that look in his eyes before. Now, come on, run!" she grabbed his hand and pulled him into a run, swerving between cars and only stopping once they were on the other side of the street.

Wilson slumped, panting, against the bus stop's sidewall. Lily couldn't blame him, given what had just happened. She pulled out her phone, scrolling through her contacts list until she found the three letters _CJH_. He'd told her to call if there were any emergencies, but only if someone was in real trouble. This wouldn't have counted if it was only her involved, but with _Wilson_ involved…

She'd rather be safe than sorry. Instead of reporting it immediately, however, she sent him a text, knowing only IJ was in the other time-CJH was _this_ time's CJH.

 _This is Firebird. Coworker caught in gas leak, department store just exploded._ Lily's text was short, simple, and to the point.

Moments later, the department store really did explode-and _CJH_ called her almost immediately. _"Firebird? It's the Captain."_ He said, his voice garbled by a voice-changing machine to make it sound electronic.

She'd know who he was when it was time, but she couldn't know yet. The last thing they needed was to call down the Reapers and break time, just so they could learn who the other was. Of course, she knew the Captain knew _her_ , just not _this_ version of her. Besides, she'd talked to another version of him just this morning.

Though she had the sneaking suspicion that he wasn't a friend from her time as Arkytior, either. He was a _future_ friend, not that he would admit to it. He didn't have to.

"Captain, that explains _so_ much about those papers," Lily said sarcastically. He laughed, and she smiled, continuing "Figured you'd call when I texted. I got Wilson out," she paused at his intake of breath. "Something wrong?"

 _"Wilson wouldn't happen to be your little brother Will, would it?"_ the Captain asked carefully.

"Yes," Lily dragged the word out, "Is this timeline-altering?"

 _"No, I just-remember meeting him,"_ he admitted. _"Very protective of you. He didn't like me much, at least until I stopped flirting with you,"_ Lily snickered. Wilson was _very_ straight, but he was also very suspicious of men getting close to her. She could only imagine how he'd reacted to the Captain and his natural greetings. _"You need to keep an eye on him-there could be complications."_

The warning was enough to tell her there _were_ complications, so she needed to call an ambulance.

"I'm going to need our insurance policy number," Lily started.

 _"No, just give them the credit card I gave you,"_ the Captain interrupted. Lily started, audibly _"What?"_

"You-I don't just go spending our money like that!" protested Lily, and the Captain snickered. "Fine. Won't _he_ be surprised when he finds out," mumbled the redhead, "I don't like using it, Cap. You know that."

 _"I know, which is why I put money on it for emergencies, even if they're emergency booty calls,"_ Lily flushed brightly.

"You're as bad as Rose!" accused Lily with an embarrassed laugh, "Oh, you are going to be _trouble_ for your boyfriend when you finally manage to snag him." She was pleased to hear the Captain's chuckling turn into coughing and choking on the other end of the phone, and some choice words in Andromedan as well. "You set yourself up for that one. Manage to snag the hot tea boy yet, captain?"

 _"No, and you know damn well why not,"_ grumbled the Captain, _"but not for lack of trying. Look, Firebird-I'm glad you two made it out. There're too many instances when that doesn't happen around the Professor."_

"I know," Lily agreed, as Wilson started coughing. "I'll talk to you later. Thanks. And go order some coffee from your tea boy, Captain; you sound like you need it!"

She hung up to the Captain's spluttering and dialed 9-9-9 instead, hearing the faint whistling of the TARDIS as the Doctor phased back into the alleyway to her right. Something shifted in her chest, and Lily breathed a little easier, knowing he was alright. Wilson, though, was starting to cough more heavily.

"Wilson," she turned to him, putting her hands under his armpits as his knees buckled "Wilson, stay awake! Focus on me!"

 _"999, what's your emergency?"_ a bored telephone operator asked in a posh accent.

"It's Henrik's department store," Lily managed, panting, "We smelled gas, I think there's a leak and it-it _exploded_ the minute we got so far as across the street! My friend Wilson, he's hurt and he needs," she swallowed hard "He's pale, and he's not breathing right. Can't even stand up!"

 _"Right, your location, ma'am?"_ the operator asked.

"North of the Henrik's that literally _just blew up_ , by the bus stop for 250," ground out Lily, as Wilson's weight suddenly fell into her arms "Wilson! Focus on me, listen to me," his eyes were glazed over "Can you hear me?" he was breathing more shallowly "Will!"

He was going into shock, Lily realized, having seen it on many soldiers before.

"Oh no you don't," snarled Lily, dropping the phone as she guided him to sit on the bus stop seat, leaning him against the covered back. His heart was racing, she could _hear_ it, and with him slumped against her like this, she could feel it. "Not today, Will. You're not dying on me when I've just saved your life!"

She heard sirens in the distance, the distinct tones of a fire truck followed by those of an ambulance heading for their position, but they wouldn't make it in time if Wilson's breathing didn't get any deeper. He was coughing now, coughing hard enough that he was having a very hard time breathing.

Taking a deep breath, Lily felt her respiratory bypass click into place, and then she put one hand on his forehead, and the other went into supporting him.

 _Shock-panic-fear-FEAR-FEAR-FEAR_ hit Lily with the force of a bullet train, and had she been human she'd have had the wind knocked out of her and passed out. She bit through her lip, drawing blood to anchor herself in her own body, and then Lily focused on her own concern, her own care, and a warmer feeling of safety and security. The same safe feeling being around the Captain, knowing he was taking care of her and watching out for her, sometimes invoked in her.

She widened the connection by pressing her fingertips against his psi points, all across the side of his face, and letting her palm hit the largest one on his left cheek. Lily's head started to ache, dimly, but it wasn't really her pain right now, and, more importantly, _Wilson was breathing_. He was still coughing, but the feeling of _safe, secure, protected_ she kept emanating at him was doing a _lot_ to calm him down.

It might just save his life.

Lily's hand began to grow warm, along with her chest, as the sirens drew nearer. She only drew out of it when she realized they were close enough to see her. The weight that had dropped in her stomach upon seeing Wilson like this eased a little, and she pulled back, making it look like she was having more trouble holding him up, and taking a deep, slow breath herself to unlock her respiratory bypass.

The ambulance arrived just as pain shot through her left eye, and when she lost her grip on her power, the warmth faded from her hands.

 **D-O-C-T-O-R-W-H-O**

 **AND cut.**

 **Yeah, Lily's** ** _really_** **weird. I don't know what to tell you guys about her except that she's** ** _apparently_** **20 years old, and Arkytior was the Doctor's best friend (and for all of you that are wondering about Susan, Arkytior wasn't her name in this universe, ok? It was something else. That was a nickname because she** ** _acts like_** **Arkytior).**

 **As for Arkytior…well. I did my best, but I'm not great at foreshadowing. Foreshadowing is hard enough when you have talkative characters, but Lily's not much of a talker. At least in comparison to some characters I've written.**

 **IJ and CJH are references to characters you WILL meet later. CJH's number in Lily's phone goes to the version of him in 2005. IJ's number is for a future version of IJ, and why will be explained later.**

 **Keep in mind that Lily's pretending to be a complete amnesiac, and is still not sure if Tio is her or not. She's trying to figure out why she keeps dreaming of Tio and what's going on, but she can't explain this to the humans around, so she doesn't. She just pretends it doesn't happen.**

 **Hope you enjoyed it; not sure when the second chapter will be uploaded, but I'm hoping it'll happen this summer!**


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